EXHIBIT 10.15

                   INTERCONNECTION AGREEMENT
                               
                            BETWEEN
                               
              INDIANAPOLIS POWER & LIGHT COMPANY
                               
                              AND
                               
                INDIANA MUNICIPAL POWER AGENCY
                               
0.01 This Agreement, dated as of the 19 day of August, 1994 (the
"Agreement"), between Indianapolis Power & Light Company ("IPL"
or a "Party) an Indiana corporation, and Indiana Municipal Power
Agency ("IMPA" or a "Party") a political subdivision of the State
of Indiana, collectively (the "Parties"):

WITNESSETH:

0.02 WHEREAS,  IPL is a public utility engaged in the
generation, transmission, distribution and sale of electric power
and energy in central Indiana; and

0.03 WHEREAS,  IMPA is a body corporate and politic and a
political subdivision of the State of Indiana which owns in
common tenancy and jointly operates the Joint Transmission System
and is engaged among other things, in the generation,
transmission and sale of electric power and energy in Indiana;
and,

0.04 WHEREAS,  the Parties believe mutual benefits can be
realized from coordinated interconnected operation, such as the
interchange, sale, and purchase of electric power and energy;
and,

0.05 WHEREAS,  IMPA is an owner and operator of transmission
facilities in Indiana, jointly operated by PSI Energy Inc., IMPA
and Wabash Valley Power Association, all having an operating
voltage of 69,000 volts or higher;  and,

0.06 WHEREAS,  IPL owns and operates 138,000 and 345,000 volt
transmission facilities in central and southern Indiana.

0.07 NOW, THEREFORE,  in consideration of the premises and of
the mutual covenants herein set forth, the Parties agree as
follows:

                             ARTICLE 1

                             DEFINITIONS
       
1.01 Out-of-Pocket Cost. Out-of-Pocket Cost shall mean those costs of
generating electric energy in the generating stations of the system of 
either Party which are incurred by the supplying system directly by reason 
of its generating of such energy and which, otherwise, would not have been 
incurred by such system. Out-of-Pocket Cost of electric energy purchased 
from a source outside of the system of the supplying Party will be the total 
amount paid therefor by the supplying Party which, otherwise, would not have 
been paid by such Party.

1.02 Joint Transmission System.  The Joint Transmission System shall be the
transmission facilities owned in common tenancy and jointly operated by PSI
Energy, Inc., IMPA, and Wabash Valley Power Association functionally serving 
as transmission facilities and having an operating voltage of 69 kV or higher. 

1.03 Joint Transmission System Agreement.      The Joint Transmission System 
Agreement is the Transmission And Local Facilities Ownership, Operation
And Maintenance Agreement between Public Service Company Of Indiana, Inc. 
and Wabash Valley Power Association, Inc.  and Indiana Municipal Power Agency
dated as of November 5, 1985 as amended.


                                  ARTICLE 2
      
                     PROVISIONS REGARDING CONTINUITY AND

                   INTERRUPTION OF INTERCONNECTION OPERATIONS

2.01 Representations as to Facilities and Equipment.

     2.01.1         IPL Representation.  IPL hereby represents that it
     owns and controls all the transmission, substation and metering 
     facilities and equipment necessary to implement and carry out fully 
     all the provisions, terms and conditions of this Agreement. 

     2.01.2         IMPA Representation.  IMPA hereby represents
     that it owns or has the right to use the transmission, substation and
     metering facilities and equipment necessary to implement and carry out
     fully all the provisions, terms and conditions of this Agreement.

2.02 Synchronous Operation.  At the Point(s) of Interconnection (hereinafter
defined) throughout the duration of this Agreement, subject to the provisions 
of this Paragraph 2.02 and of Paragraph 2.03 hereinbelow, IPL and IMPA 
systems shall be operated in continuous synchronism.  If synchronous 
operation of the systems at the Point(s) of Interconnection becomes 
interrupted either manually or automatically due to reasons beyond the 
control of either Party or due to scheduled maintenance that has been agreed 
to by both Parties, the Parties shall cooperate to remove the cause of such 
interruption as soon as practicable and restore the Point(s) of 
Interconnection to normal operating conditions.  Neither Party shall be
responsible to the other for any damage or loss of revenue caused by such
interruption. 

2.03 Interruption of Operation.  The Parties agree that either of them may
interrupt synchronous operation through the Point(s) of Interconnection if 
either Party determines that its facilities may be damaged due to excessive 
loading, and such excess loading may be reduced or alleviated by such 
interruption.  If such interruption occurs, the Parties shall cooperate to 
remove the cause of such excess loading as soon as practicable and restore 
the Point(s) of Interconnection to normal operating condition.  Neither Party 
shall be responsible to the other for damage or loss of revenue caused by 
such interruption. 

The Parties further agree to study and negotiate the installation, ownership, 
and cost of any additional equipment necessary to effect a long-term 
solution to any such excessive loading herein described in the event either 
Party determines that this interconnection contributes to excessive loading 
and requests such negotiation. 

2.04 Maintenance of Equipment.  The Parties (In accordance with Paragraphs
2.01  and 19.07) shall each keep the lines, together with all associated 
equipment and appurtenances that are located on their respective sides of 
the Points of Interconnection (as delineated in Article 5 hereinbelow), in 
a suitable condition of repair at all times, each at its own expense, in 
order that said lines will operate in a reliable and satisfactory manner 
and in order that reduction in the capacity of said lines will be avoided 
to the extent practicable. 
 
2.05 New Interconnections.  The Parties understand that each of their
transmission systems is interconnected with the electric transmission 
systems of other electric utility companies and each has contracted for 
other such interconnections and may hereafter during the term of this 
Agreement desire to make additional physical interconnections with such 
companies or with other electric utility companies.  Each such additional 
physical interconnection with another electric utility system will be 
discussed between the Parties and if, in the opinion of either Party, 
the establishment of such interconnection will cause unreasonable transfers 
of real power or reactive power through either system during normal 
parallel operations as a result of the proposed additional interconnection, 
before such additional interconnection is made, joint load studies
shall be conducted to determine the effect such interconnection will have 
on the transmission systems of the Parties. If the study results in a 
determination that the proposed additional interconnection would cause 
unreasonable transfers of real power or reactive power through the electric 
transmission system of such Party or otherwise impair the ability of such 
Party to carry out its own obligations, then the Party proposing such 
additional interconnection shall, before such proposed interconnection is 
placed in service:

     2.05.1         Compensation for Use.  Compensate the other
     Party for the use of that portion of its facilities determined to be 
     dedicated to the proposed additional interconnection; and/or

     2.05.2         Remedies.  Install and/or remove such equipment
     as reasonably may be necessary to avoid such unreasonable transfers of
     power or reactive power; or

     2.05.3         Abandonment.  Abandon the establishment of such
     additional interconnection.

2.06 Anderson and Richmond Interconnection Points.  The Parties agree
that, upon completion of construction by IMPA of facilities at its Anderson 
and Richmond combustion turbines, such points shall become new 
interconnections with Third Parties without the need for such further 
studies as provided in Paragraph 2.05.
<PAGE>
                                  ARTICLE 3

                            SERVICES TO BE RENDERED

3.01 Interconnection Service Schedules.  It is the purpose of the Parties to
realize on an equitable basis, all benefits practicable to be effected 
through coordination in the operation and development of their respective 
systems.  It is understood by the Parties that such benefits may be realized 
under the stated terms and conditions of the interconnection service 
schedules below:

     3.01.1         Emergency Service.  The furnishing of mutual
     emergency and standby assistance, in accordance with Service Schedule A
     annexed hereto.

     3.01.2         Interchange Energy.  The interchange, sale, and
     purchase of energy to effect operating economies, in accordance with
     Service Schedule B annexed hereto.

     3.01.3         Short Term Power.  The sale and purchase of
     short-term electric power and energy available on the system of one 
     Party and desired by the other Party, in accordance with Service 
     Schedule C annexed hereto.

     3.01.4         Limited Term Power.  The sale and purchase of
     limited term power and energy available on the system of one Party and
     desired by the other Party, in accordance with Service Schedule D 
     annexed hereto;
          
3.02 Services Provided in Service Schedules.  Inasmuch as the specific
services to be rendered in furtherance of such purpose will vary, and the 
terms and conditions applicable to such services may require modification 
from time to time while this Agreement is in effect, it is intended that, 
except as provided in Paragraph 3.05 below, such specific services and the 
terms and conditions applicable thereto be set forth in service schedules 
mutually agreed upon from time to time between the Parties.  Such services 
schedules, until and unless changed by such mutual agreement, shall be those 
provided by Paragraph 3.03 below, each of which, while in effect, shall be 
deemed to be a part of this Agreement.

3.03 Service Schedule Designations.  The respective service schedules shall
be designated as follows:

          I.   Service Schedule A - Emergency Service

          II.  Service Schedule B - Interchange Energy

          III. Service Schedule C - Short Term Power

          IV.  Service Schedule D - Limited Term Power
     
           
Such service schedules as agreed upon between the the Parties are attached
hereto, made a part hereof, and marked Exhibits I, II, III, and IV 
respectively.

3.04 Price Protection. Nothing in this Agreement shall require either Party 
to purchase power or energy from a Third Party and resell it to the other 
Party at a price less than the total cost of supplying such purchased power 
or energy.

3.05 Energy Scheduling. The receiving Party shall schedule energy deliveries
on an hourly basis with the supplying Party by 12:00 o clock Noon, E.S.T., of 
the day before such energy is to be delivered; thereafter, the supplying 
Party shall not be obligated to schedule energy deliveries until the next 
day; provided, however, that the Parties may schedule energy at such other 
times and upon such other conditions and/or make such changes in existing 
energy schedules as both Parties may agree upon.

3.06 Emissions Allowances.  The Federal Clean Air Act, as amended, 42
U.S.C. 7401 et seq. (hereinafter referred to as "Clean Air Act"), 
establishes certain annual maximum sulfur dioxide levels for flue gases 
emitted by electric generating units, including units operated by IPL, IMPA 
and other electric utilities who may supply electric energy for transactions 
under this Agreement.  The Clean Air Act also created an emissions allowance 
system to permit emissions of regulated pollutants.  The obligation of 
obtaining and the cost of supplying and/or replacing consumed sulfur 
dioxide and other atmospheric emission allowances, if any, when allowance 
programs become effective shall be the responsibility of the Party
purchasing the power and energy  unless as otherwise mutually agreed by the
Parties.  The Parties shall establish, by mutual agreement, appropriate 
procedures to carry out the provisions of this Paragraph 3.06.  Such 
procedures shall be amended as necessary to remain in compliance with all 
Federal Energy Regulatory Commission ("FERC") and Indiana Utility 
Regulatory Commission ("IURC") rules and regulations.



                                ARTICLE 4

                             SERVICE CONDITIONS

4.01 Control of System Disturbance.  Each Party shall maintain and operate
its system in accordance with sound operating practice so as to minimize the
likelihood of disturbance originating in one system which might cause 
impairment to the service of the other system or of any system 
interconnected with the other system.

4.02 Control of Reactive Power Exchange.  It is intended that neither Party
shall be obligated to deliver reactive power for the benefit of the other 
Party; also that neither Party shall be obligated to receive reactive power 
when to do so may introduce objectionable operating conditions on their 
respective systems.  The Operating Committee shall be responsible for the 
establishment from time to time of operating procedures and schedules, in 
respect of carrying reactive power loads by one system for the other in 
order to secure adequate service and economical use of the facilities of 
both systems and in respect of proper charges, if any, for the use of 
facilities carrying reactive power loads.  In discharging such duties the
Operating Committee shall recognize that in the transmission and delivery of 
power and energy hereunder the carrying of reactive power loads by either 
Party, in harmony with sound engineering principles of transmission 
operation with interconnected systems, is subject to numerous variables 
contingent upon loading and operating conditions that may exist 
simultaneously on both systems.  The operating procedures and schedules so 
set up by the Operating Committee shall be in accord with such principles 
and shall require each Party to carry reactive power loads at such times 
and in such amounts as will be equitable to both Parties.

4.03 Control of Unscheduled Power and Energy Deliveries.  The Parties
shall exercise reasonable foresight in carrying out all matters related to 
the providing and operating of their respective electric power resources so 
as to minimize, to the extent practicable, deviations between actual and 
scheduled deliveries of electric power and energy between their systems.  
The Parties shall provide and install on their respective systems such 
communication and telemetering facilities as are essential to so minimize 
such deviations and, in developing and executing operating procedures that 
will enable the Parties to avoid, to the extent practicable, deviations from 
scheduled deliveries, shall fully cooperate with each other and with third 
parties whose sytems are directly or indirectly interconnected with the 
systems of the Parties and who of necessity, together with the Parties, 
must unify their efforts cooperatively to achieve effective and efficient 
interconnected operation.  The Parties recognize, however, that,
despite their best efforts to prevent it, unscheduled deliveries of electric 
energy from one Party to the other may occur.  In such events, electric 
energy delivered hereunder shall be settled for either by the return of 
equivalent energy or by payment of the Out-of-Pocket Cost (such cost being 
at the Point or Points of Interconnection set forth in Paragraph 5.01 below, 
taking into account electrical losses incurred from the source or sources of 
such energy to said Point or Points) of electric energy delivered hereunder 
to the supplying Party plus ten percent of such cost.  If equivalent energy 
is returned, it shall be returned at times when the load conditions of the 
Party receiving it are substantially equivalent to the load conditions of 
such Party at the time the energy for which it is returned was delivered or, 
if such Party elects to have equivalent energy returned under different
conditions, it shall be returned in such amounts, to be agreed upon by the
Operating Committee, as will compensate such Party for the difference in
conditions.

                                ARTICLE 5

               DELIVERY POINTS, METERING POINTS, AND METERING

5.01 Points of Interconnection.

     5.01.1    Delivery Points.  All electric energy delivered under this
     Agreement shall be of the character commonly known as three-phase sixty
     hertz energy and shall be delivered at the established point(s) of
     interconnection listed below ("Points of Interconnection"):

          The Petersburg Substation of IPL, the Sunnyside Substation of IPL,
     the Five Points Substation of PSI Energy Inc., the Centerton Substation 
     of PSI Energy Inc., and the Whitestown Substation of PSI Energy Inc. 
  
     5.01.2    Third Party Delivery Points.  In addition to the Point(s) of
     Interconnection, IPL and IMPA have interconnections with several 
     utilities, each such utility being hereinafter referred to as a "Third 
     Party". The Parties shall provide in advance to one another an 
     information copy of each Third Party transmission agreement(s)

5.02 Billing Based on Scheduled Transactions. As IPL and IMPA systems are
interconnected with other systems forming a network, it is recognized that,
because of the physical and electrical characteristics of facilities 
involved, a part or all the energy being transferred from one Party to the 
other may flow through the Point or Points of Interconnection between the 
systems of the Parties.  A part or all of the energy being transferred 
between other systems in the network may flow through the point or points 
of connection between the systems of the Parties, and as a result be 
included in the demand and energy meter readings at the Point or
Points of Interconnection.  Therefore, all billings shall be based on 
scheduled transactions or upon methods determined by the Operating Committee 
which may result from development of arrangements with other interconnected 
systems and which provide a basis for accounting for the power and energy 
transfers actually contracted for between the Parties.

5.03 Metering Points.  Electric power and energy supplied under this
Agreement shall be measured by suitable metering equipment, at the 
voltages and metering points specified below ("Metering Points") and at 
such other points, voltages, and ownership as may be agreed upon by the 
Parties in a written amendment hereto:

     5.03.1    Petersburg 345kV Meters.  345 kV meters owned by IPL
     at the Petersburg Substation of IPL.

     5.03.2    Petersburg 138 kV Meters.  138 kV meters owned by IPL
     at the Petersburg Substation of IPL.

     5.03.3    Whitestown 345 kV Meters.  345 kV meters owned by
     IPL at the Whitestown Substation of PSI. Energy Inc.
 
     5.03.4    Five Points 138 kV Meters.  138 kV meters owned by
     PSI at the Five Points Substation of PSI Energy Inc.

     5.03.5    Centerton 138 kV Meters.  138 kV meters owned by PSI
     at the Centerton Substation of PSI Energy Inc.

     5.03.6    Sunnyside 345 kV Meters.  345 kV meters owned by IPL
     at the Sunnyside Substation of IPL.

               
5.04 Metering Equipment.  Suitable metering equipment at the metering points
provided in Paragraph 5.03 above shall include electric meters, potential 
and current transformers, and such other appurtenances as shall be necessary 
to give for each direction of flow the following quantities:  a continuous 
automatic graphic record of both kilowatts and kilovars; an automatic record 
of the kilowatthours for each clock hour; and a continuous integrating 
record of the kilowatthours.

5.05 Measurement of Electric Energy.   Measurement of electric energy under
this Agreement shall be made by standard types of electric meters installed 
and maintained by the owner of the devices at the Metering Points.  The 
timing devices of meters shall be synchronized as closely as practical.  All 
meters shall be sealed, and the seals shall be broken only when the meters 
are to be tested or adjusted.

5.06 Access to Meters and Records.  Authorized Representatives (hereinafter
defined) of both Parties shall have reasonable access to the premises where 
their meters are located and to the records made by the meters.

5.07 Meter Testing.  The owner of the respective metering facilities shall
routinely test or have tested the above-referenced meters and shall maintain
records of meter accuracy all in accordance with prudent utility practices.  
Each Party shall have the right, at its expense, to require that the other 
Party conduct a special test of its meters as soon as practicable; provided, 
that if such test shows the meter to be more than two percent (2%) 
inaccurate, the Party owning the meter shall bear the cost of such test.  
Representatives of both Parties shall be notified and afforded the 
opportunity to be present at all routine or special tests and whenever any 
readings are taken from meters not providing an automatic record.  Both 
Parties shall be provided with a schedule of routine testing dates for
metering equipment which measures transactions entered into pursuant to this
Agreement.

5.08 Adjustments Due to Inaccuracies.  If any metering equipment test
discloses an inaccuracy exceeding two percent (2%), the energy account 
between the Parties shall be adjusted to correct for the inaccuracy 
disclosed over the shortest of the following periods; (i) for the six (6) 
month period immediately preceding the day of the test, or (ii) for the 
period that such inaccuracy may be determined to have existed, or (iii) if 
the last test took place within the immediately preceding six month period 
and the period of inaccuracy cannot be determined, for the period since the 
last test.  Should the metering equipment fail to register, the amount of 
electric power and energy delivered shall be determined from the best
available data.

5.09 Metering Limitations.  Notwithstanding the metering terms and conditions
as provided in Article 5 the Parties  rights are no greater than those terms 
and conditions as provided in the various Third Party agreements which 
provided those facilities not provided by this Agreement.  


                                  ARTICLE 6

                             RECORDS AND STATEMENTS

6.01 Records.  In addition to records of the metering provided for in 
Article 5 hereof, the Parties shall keep complete records as may be needed 
to substantiate a clear history of the various deliveries of electric energy 
made, and of the clock-hour integrated demands in kilowatthours delivered, 
by one Party to the other.  In maintaining such records, the Parties shall 
effect such segregation and allocation of demands and electric energy 
delivered into classes representing the various services and conditions as 
may be needed to effect settlements under this Agreement.  All such records 
shall be retained by the Party keeping the records.  A Party's records shall 
be available at all reasonable times for inspection by the other
Party's Representative and may be copied at such other Party's expense.

6.02 Statements.  As promptly as practicable after the end of each calendar
month, the Parties shall cause to be prepared a statement setting forth the 
electric power and energy transactions between the Parties during such month 
in such detail and with such segregation as may be needed for operating 
records or for settlements under this Agreement.

                                  ARTICLE 7

                   BILLINGS, PAYMENTS AND BILLING DISPUTES

7.01 Billing Period.     Unless otherwise agreed upon by the Parties, the 
calendar month shall be the standard billing period for all settlements 
under this Agreement.

7.02 Billing Scheduled Transactions.    All billing shall be based on
scheduled transactions unless otherwise determined as provided in Paragraph 
5.02 hereof. 

7.03 Billing Payments.  All bills for amounts owed by one Party to the other
shall be due and payable on the fifteenth (15th) day of the month next 
following the month in which the service was provided, or on the tenth (10th) 
day after receipt of a bill therefor, whichever is later.  Interest on 
unpaid amounts shall accrue at the annual rate of two percent (2%) above the 
prime commercial lending rate established from time to time by The Chase 
Manhattan Bank, N.A., New York, New York (the "Prime Lending Rate") and is 
payable from the date the bill is due to the date of payment.  The term 
"month" shall mean a calendar month for the purpose of settlements under 
this Agreement.

7.04 Estimated Billing Factors. In order that bills may be rendered promptly
after the end of each month , it may be necessary, from time to time, to 
estimate certain factors involved in calculating the monthly billing.  
Adjustments for errors in such estimates shall be included in the bill for 
the month following the time when information becomes available to make 
such corrections or adjustments in the billing for the preceding month or 
months. 

7.05 Billing Disputes.  If either Party disputes the correctness of a bill, 
it will, nevertheless, pay the undisputed portion of such bill plus a 
minimum of one-half (1/2) of the disputed amount and shall submit to the 
other Party a written statement detailing the items disputed.  If the 
Parties are unable to agree upon the disputed items, such items shall be 
submitted to the Operating Committee for decision.  Should the Operating 
Committee be unable to reach a decision, the matter shall be submitted to 
the President of IPL and the President of IMPA for decision.  Any refund or 
additional payment ordered by the Operating Committee or by the President of 
IPL and the President of IMPA shall be subject to interest computed at the 
Prime Lending Rate existing at the time of the refund or additional
payment plus two percent (2%), said interest to be calculated, in the case 
of a refund, from the date the amount to be refunded was paid to the date of 
the refund and, in the case of an additional amount ordered to be paid, from 
the original due date to the payment date.  Unresolved billing disputes 
shall be resolved in accordance with Paragraph 8.07 herein.
<PAGE>
                               ARTICLE 8

                             OPERATING COMMITTEE

8.01 Operating Committee Organization And Duties.  To coordinate the
operation of the Parties' respective generation, transmission and substation
facilities in order that the advantages to be derived under this Agreement 
may be realized by the Parties hereto to the fullest extent practicable, 
the Parties shall establish a committee of authorized representatives to be 
known as the Operating Committee.  Each Party shall designate in writing 
delivered to the other Party, the person who is to act as its representative 
on the Operating Committee and each person who may serve as alternates 
whenever such representative is unable to act ("Representatives").  Each of 
such Representatives shall be persons familiar with the generation, 
transmission and substation facilities of the system of the Party 
represented, and each shall be fully authorized (i) to cooperate with the 
other Representatives and (ii) to determine and agree from time to time, in 
accordance with this Agreement and with any other relevant agreements then 
in effect between the Parties, upon the following:

     8.01.1         Coordination of Maintenance.  All matters
     pertaining to the coordination of the maintenance of generation and
     transmission facilities of the Parties.

     8.01.2         Control of Operations.  All matters pertaining to
     the control of time, frequency, energy flow, reactive power exchange,
     power factor, voltage, and other similar matters bearing upon the
     satisfactory synchronous operation of the systems of the Parties.

     8.01.3         Other Matters.  Such other matters not specified
     herein, with respect to which cooperation, coordination, and agreement 
     as to quantity, time, method, terms and conditions are necessary to 
     the efficient operation of the respective systems of the Parties, to 
     the end that the intent and purpose of this Agreement shall be 
     realized by the Parties to the fullest extent practicable.

8.02 Operating Committee Access.  For the purpose of inspection and reading
of meters, checking of pertinent records and related matters (Subject to 
Paragraphs 2.01 and 19.07), the Representatives shall have the right of 
access at any reasonable time to all facilities and equipment of the Parties 
used or to be used in the performance of this Agreement.

8.03 Operating Committee Expenses.  Each Party shall be responsible for the
expenses of its members; provided that any expense jointly incurred by the
Operating Committee in performing its duties shall be shared equally by the 
Parties.

8.04 Operating Committee Meetings.  The Operating Committee shall meet at
a time and place mutually agreed upon by the Representatives.  On request of 
any Representative, a meeting shall be arranged not more than five working 
days after the request unless the Party requesting the meeting agrees to a 
later date. Attendance at the meetings shall not be limited to 
Representatives; however, the Parties agree to limit attendance of non-
Representatives to those who are expected to take an active part on the 
agenda for a given meeting.

8.05 Agreement Not To Be Modified by Committee.  The Operating Committee 
shall not have authority to modify any of the terms or conditions of this
Agreement.

8.06 Change of Representatives.  Each Party shall give prompt written notice
to the other Party of any change in designation of its primary or alternate
Representative on the Operating Committee.

8.07 Unresolved Disputes.  If the Operating Committee is unable to take 
action on any matter to be acted upon by it under this Agreement because of 
a dispute between the Representatives as to such matter, then the matter 
shall be resolved by the following Procedure:

     8.07.1    Consultation.  In accordance with the provisions of Article
     8 hereinabove, the members of the Operating Committee are authorized to 
     consult in connection with respect to any matter arising under this
     Agreement.

     8.07.2    Disagreement.  If a disagreement arises under this
     Agreement, pertaining to this Agreement, such matters shall be 
     discussed by the Operating Committee and timely mutual agreement 
     sought in regard thereto.  If all members of the Operating Committee 
     agree to the resolution of any matter, such agreement shall be reported 
     in writing and, within the scope of its power set forth in Article 8 
     hereinabove, shall be binding upon the Parties.  In the event that all 
     members of the Operating Committee are unable to reach agreement within 
     a reasonable time on any matter being considered, the Presidents of 
     either of the Parties may, by written notice to the members of the 
     Operating Committee, withdraw such matter from further consideration 
     by the Operating Committee and submit the same to the Chief Executive 
     Officers of the Parties for resolution.  If the Chief Executive 
     Officers of the Parties agree to a resolution of the matter, such
     agreement shall be reported in writing to, and shall be binding upon, 
     the Parties; but if the Chief Executive Officers of the Parties fail to 
     resolve the matter within forty five (45) days after being submitted to 
     them, then the matter shall proceed to arbitration as provided in this 
     Article 8; provided that other dispute resolution procedures may be 
     utilized by the Parties before arbitration, upon agreement of the 
     Parties.
 
     8.07.3    Arbitration. Disagreements which are not resolved by the
     Operating Committee or the Chief Executive Officers of the Parties as
     provided in Article 8.07.02 may be settled by an Arbitration Board, (or 
     by such other form of dispute resolution as agreed upon by the Parties)
     consisting of three arbitrators as hereinafter provided, in accordance 
     with the provision of this Article 8.07.03.  A Party desiring 
     arbitration,  shall serve written notice upon the other Party setting 
     forth in detail the disagreement with respect to which arbitration is 
     desired.  Such disagreement shall be settled by arbitration if, after 
     receipt of such written notice, each of the Parties shall agree in 
     writing that such disagreement shall be so settled.  Within a period of 
     fifteen (15) days from the date of such agreement to settle such 
     disagreement by arbitration, each Party shall select one arbitrator 
     and the chosen arbitrators shall pick the third arbitrator.

     The arbitration proceedings shall be conducted in Indianapolis, Indiana
     unless otherwise mutually agreed.  The Arbitration Board shall afford
     adequate opportunity to each of the Parties to present information with
     respect to the disagreement submitted to arbitration and may request
     further information from the Parties.  Except as provided in the 
     preceding sentence, the Parties may, by mutual agreement, specify the 
     rules which are to govern any proceeding before the Arbitration Board 
     and limit the matters to be considered by the Arbitration Board, in 
     which event the Arbitration Board shall be governed by the terms and 
     conditions of such agreement.  In the absence of any such agreement 
     respecting the rules which are to govern any proceeding, the then 
     current rules of the American Arbitration Association for the conduct 
     of commercial arbitration shall govern the proceedings unless in 
     conflict with Indiana Law, which shall control.

     Procedural matters pertaining to the conduct of the arbitration and the
     award of the Arbitration Board shall be made upon a determination of a
     majority of the arbitrators.  The Parties shall, however, be entitled to 
     all discovery provided for by the Indiana Rules of Civil Procedure.  
     The findings and award of the Arbitration Board, so made upon a 
     determination of a majority of the arbitrators, shall be final and 
     conclusive with respect to the disagreement submitted for arbitration 
     and shall be binding upon the Parties, except as otherwise provided by 
     law.  Each Party shall pay the fee and expenses of the arbitrator 
     selected by it, together with the costs and expenses incurred by it in 
     the preparation of its case to the arbitrators and the Parties shall 
     split the costs of the third arbitrator equally.  Judgment
     upon the award may be entered in any court having jurisdiction.  In the
     event the Parties do not agree to arbitrate, each shall have the right 
     to take appropriate judicial action.

8.08 Unanimous Action. All actions taken by said Operating Committee must
be by unanimous vote or consent of all Operating Committee Representatives.

                               ARTICLE 9

                    CONTINUITY AND SUSPENSION OF SERVICE,

                          RELATIVE RESPONSIBILITIES

9.01 Continuity and Suspension of Service.  Each Party shall exercise
reasonable care and foresight to maintain continuity of service as provided 
in this Agreement, but neither Party shall be considered in Default 
(hereinafter defined) in respect of any obligation hereunder if prevented 
from fulfilling such obligation by reason of Force Majeure as defined in 
Article 11 below.  In no event shall either Party be liable to the other 
Party for loss or damage arising from failure, interruption or suspension 
of service. Each Party reserves the right to suspend service without 
liability at such times and for such periods and in such manner as it
deems advisable, including, without limitation, suspensions for the purpose 
of making necessary adjustments to, changes in, or repairs on, its 
facilities, and suspensions in cases where, in its sole opinion, the 
continuance of service to the other Party would endanger person or property.  
Both Parties shall use their best efforts to provide each other with 
reasonable notice in the event of suspension of service.

9.02 Relative Responsibilities.  Each Party assumes all responsibility for 
receipt and delivery of electricity on its system to and from its Points of 
Interconnection.  Neither Party assumes any responsibility with respect to 
the construction, installation, maintenance or operation of the system of 
the other Party or of the systems of Third Parties, in whole or in part. 
Neither Party shall, in any event, be liable for damage or injury to any 
person or property, whatsoever, arising, accruing or resulting from, 
in any manner, the receiving, transmission, control, use, application or 
distribution by the other Party of said electricity.  Each Party shall
use reasonable diligence to maintain its facilities in proper and 
serviceable condition, and shall take reasonable steps and precautions for 
maintaining the services agreed to be provided and received under this 
Agreement.

                               ARTICLE 10

                             TERM OF AGREEMENT

10.01     Effective Date.  The effective date of this Agreement (the 
"Effective Date") shall be the date as of which all conditions precedent 
set forth in Article 13 hereinbelow have been satisfied. Such Effective Date 
shall be specified in a writing executed by both Parties.  The Parties agree 
to use their best efforts to support and cooperate with each other to 
satisfy said conditions precedent.

10.02     Term.  The term of this Agreement and of the annexed Service 
Schedules shall begin on the Effective Date and continue through December 31, 
2010 ("Initial Term"). The Agreement and Service Schedules shall continue in 
effect for successive terms of three (3) years each until terminated pursuant 
to notice given by either Party to the other or otherwise terminated under 
Paragraphs 12.02, 13.01, 18.01 or 19.03 hereof.  Any notice of termination 
given hereunder shall be given in writing, at least two (2) years prior to 
the end of the Initial Term or any successive term, and may be delivered at 
any time after the Effective Date of this Agreement; provided, that this 
Agreement shall not be deemed to have terminated until all prior commitments 
for sales or purchases of power and energy under this Agreement have been 
fullfilled and all payments therefor have been made.

                               ARTICLE 11

                             FORCE MAJEURE

11.01     Force Majeure.  The term "Force Majeure" shall mean any cause 
beyond the control of the Party invoking the Force Majeure which by the 
exercise of ordinary care could not have been prevented by that Party, 
including, but not limited to, failure or threat of failure of facilities, 
equipment or fuel supply, ice, act of God, flood, earthquake, storm, fire, 
lightning, explosion, epidemic, war, civil war, invasion, insurrection, 
military or usurped power, act of the public enemy, riot, civil disturbance 
or disobedience, strike, lockout, work stoppage, other industrial 
disturbance or dispute, labor or material shortage, national emergency,
sabotage, failure of contractors or suppliers of materials, inability to 
obtain or ship materials or equipment because of the effect of similar 
causes on suppliers or carriers, restraint by court order or other public 
authority or governmental agency, or action or non-action by, or failure to 
obtain the necessary authorizations or approvals from, or obtaining of the 
necessary authorizations or approvals only subject to unreasonable 
restrictions from, any governmental agency or authority, which by the 
exercise of due diligence such Party could not reasonably have been
expected to avoid.  Nothing contained herein shall be construed to require 
a Party to settle any strike, lockout, work stoppage or other industrial 
disturbance or dispute in which it may be involved or to take an appeal from 
any judicial, regulatory or administrative action.  Any Party rendered 
unable to fulfill any of its obligations under this Agreement by reasons of 
Force Majeure shall exercise due diligence to remove such inability with all 
reasonable dispatch.  In the event either Party is unable, in whole or in 
part, to perform any of its obligations by reasons of Force Majeure, 
obligations of the Party relying thereon, insofar as such obligations
are affected by such Force Majeure, shall be suspended during the 
continuance thereof but no longer.  The Party invoking the Force Majeure 
shall specifically state the full particulars of the Force Majeure and the 
time and date when the Force Majeure occurred.   Notices given by telephone 
under the provisions of this Article shall be confirmed in writing as soon 
as reasonably possible.  When the Force Majeure ceases, the Party relying 
thereon shall give immediate notice thereof to the other Party.  This 
Agreement shall not be terminated by reason of Force Majeure
but shall remain in full force and effect.

                              ARTICLE 12

                                DEFAULT

12.01     Default Defined.  As used herein, "Default" shall mean the failure 
of a Party to make any payment or perform any obligation at the time and in 
the manner required by this Agreement, except where such failure to 
discharge obligations (other than the payment of money) is the result of 
Force Majeure.  Failure to make any payment in the time and manner required 
by this Agreement shall not be excused as a Default by payment of late 
charges except with respect to a Default cured in accordance with the 
provisions in Paragraph 12.02 below.  It shall not be a default for a Party 
to make a partial payment pursuant to invoking the billing dispute 
procedures in Paragraph 7.05. 

12.02.    Remedies for Default.  Upon failure of a Party to make a payment
or perform an obligation required hereunder, the other Party shall give 
written notice of Default to the Defaulting Party. The Defaulting Party 
shall have thirty (30) days within which to cure the Default.  If a Default 
is not cured within such period, the Party not in Default, at its option, 
may, in addition to all other rights and remedies available at law, in 
equity or under any other provision of this Agreement: (i) give notice to 
the Defaulting Party of its intention to cure the Default and to take
such steps as such Party deems necessary to cure the Default, or (ii) 
provide written notice of termination.  The Defaulting Party shall, in any 
event, pay to the other Party the total of all additional costs reasonably 
incurred by the Party as a result of such Default and/or the curing of such 
Default, including reasonable attorneys' fees, money reasonably paid to 
others, the reasonable equivalent in money for services or property 
obtained, and any other costs reasonably incurred by such non-Defaulting 
Party in attempting to remedy such Default, together with interest on the 
total of such costs at the per annum rate of two (2) percent above
the Prime Lending Rate.  This provision is not intended as a liquidated 
damages provision or to limit liability in any way, and the Party not in 
Default may also maintain such other actions for damages as may be provided 
by law, in equity or under this Agreement.

                                ARTICLE 13

                  CONDITIONS PRECEDENT TO EFFECTIVENESS

                       OF AGREEMENT AND AMENDMENTS

13.01     Conditions Precedent.    The effective Date of this Agreement is
conditional upon the approval or acceptance of this Agreement by the FERC and
any other regulatory authority or other governmental agency having 
jurisdiction.  If any of the terms and conditions of this Agreement are 
altered or made impossible of performance by order, rule, or regulation of 
any such regulatory agency and, as a result, the Parties are unable to agree 
upon a modification of such terms and conditions that will satisfy such 
order, rule, or regulation, then neither Party shall be liable to the other 
Party for failure thereafter to comply with such terms and conditions; 
provided, that if either Party deems that the loss of benefits to be
derived from this Agreement are unduly burdensome, then this Agreement may be
terminated forthwith upon 30 days advance notice.

13.02     Cooperation with the FERC (Federal Energy Regulatory Commission) 
Filing. Both Parties recognize and agree that this Agreement must be filed 
with the FERC by IPL, and both Parties agree to cooperate with IPL's request 
for acceptance for filing of this Agreement without suspension by the FERC.  
In this connection, both Parties agree that each of them will execute any 
and all documents, duly authorize all officers or agents as necessary, and 
do all other things necessary and appropriate to secure acceptance for 
filing of this Agreement, including the terms and conditions and the 
initial rates and charges hereof, by the FERC without suspension, or 
change or modification in the terms hereof.

13.03     Cooperation with IURC (Indiana Utility Regulatory Commission) 
Filing.  Both Parties recognize and agree that this Agreement must be filed 
with the IURC by IMPA, and both Parties agree to cooperate with IMPA's 
request for acceptance for filing of this Agreement without suspension by 
the IURC.  In this connection, both Parties agree that each of them will 
execute any and all documents, duly authorize all officers or agents as 
necessary, and do all other things necessary and appropriate to secure 
acceptance for filing of this Agreement, including the terms and conditions 
and the initial rates and charges hereof, by the IURC without suspension, 
or change or modification in the terms hereof.

13.04     Amendments.  Except as otherwise provided in Article 19.02 below 
or in the provisions of the Service Schedules, this Agreement may be amended 
only by mutual agreement of the Parties, which amendment shall be in writing 
and shall become effective upon satisfaction of the Conditions Precedent in 
Article 13 applicable thereto.

                                  ARTICLE 14

                 INDEMNIFICATION AND LIMITATION OF LIABILITY

14.01     Limitation of Liability.  In no event shall one Party be liable to 
the other Party for any indirect, special, incidental or consequential 
damages with respect to any claim arising out of this Agreement.

14.02     Indemnification Clause.  Each Party shall indemnify, defend and 
hold harmless the other Party from and against any liability, loss, cost, 
damage and expense because of injury or damage to persons or property 
resulting from, or arising out of the use of its own facilities (including 
the Joint Transmission System) or the production or flow of electric energy 
by and through its own facilities (including the Joint Transmission System), 
except when such injury or damage is due to the sole negligence of the other 
Party.  In addition, each Party shall hold the other Party harmless for any 
taxes, licenses, permits, fees, penalties, or fines assessed against one 
Party upon any of the property of such Party (including the Joint 
Transmission System) located on the premises of the other Party.

14.03     Environmental Compliance.  Each Party shall be responsible for its 
own compliance with all applicable environmental regulations, and each Party 
shall hold the other Party harmless from any liability, loss, cost or 
expense arising out of, and shall bear all costs arising from, its 
failure to comply with such environmental regulations.

                                ARTICLE 15

                                   TAXES                          

15.01     Compensation For Taxes.  If at any time during the term of this
Agreement there should be levied or assessed against either of the Parties 
any direct taxes by any taxing authority on the power and/or energy 
generated, purchased, sold, transmitted, interchanged, or exchanged under 
this Agreement, which taxes are in addition to or different from the forms 
of direct taxes being levied or assessed on the date of this Agreement and 
such direct taxes results in increasing the cost to either or both Parties 
of carrying out the provisions of this Agreement, then the rates and charges 
for such power and/or energy furnished hereunder shall be increased 
automatically to the extent necessary to make adequate and equitable 
allowance for such taxes.

                                ARTICLE 16

                                  WAIVERS

16.01     Waiver Rights.  Any waiver by either Party of its rights under this
Agreement, shall not be deemed a waiver with respect to any rights that
subsequently accrue.  Any delay, less than the statutory period of 
limitations, in asserting or enforcing any rights under this Agreement, 
shall not be deemed a waiver of such rights.

                                ARTICLE 17

                                 INSURANCE

17.01     Insurance Responsibilities.  Each Party shall be responsible for 
the procurement and maintenance of its own property, casualty and 
third-party liability insurance to adequately protect its personnel and 
property and to cover its liabilities and responsibilities under this 
Agreement.

                                ARTICLE 18

                                ASSIGNMENT

18.01     Assignment of Agreement.  This Agreement shall inure to the benefit 
of, and be binding upon, the respective successors and assigns of the Parties 
and, insofar as permitted by law, on any trustee appointed for a Party under 
the United States Bankruptcy Code; and this Agreement may not be assigned by 
either Party, without the written consent of the other Party, which consent 
shall not be unreasonably withheld.  In the event either Party is liquidated 
or dissolved as a corporation or otherwise terminates its business 
operations, this Agreement shall become null and void and all obligations 
under this Agreement and the Service Schedules, except financial obligations 
incurred prior to the receipt of notice of such event, shall cease upon the 
date of such notice.

                                 ARTICLE 19

                                MISCELLANEOUS 

19.01     Prudent Utility Practices.  The Parties shall discharge all 
obligations under this Agreement in accordance with prudent utility practices.

19.02     Change in Rates.  Nothing herein shall be construed as affecting, 
in any way, the right of IMPA or IPL to unilaterally make a change in its 
rates or charges applicable to the furnishing of service by IMPA or IPL 
under this Agreement, under Section 205 of the Federal Power Act and 
pursuant to the FERC's Rules and Regulations promulgated thereunder, or 
under Indiana Code 8-1-2.2-1 et seq. pursuant to the IURC's Rules and 
Regulations as respectively applicable to the Parties; provided, that 
either Party may intervene and fully participate in any such proceeding 
instituted by the other Party pursuant to this paragraph in the manner
and to the extent permitted by the FERC or the IURC, as respectively 
applicable.

19.03     No Partnerships; Tax Matters.  Notwithstanding any provision of 
this Agreement to the contrary, the Parties do not intend to create hereby 
any joint venture, partnership, association taxable as a corporation, or 
other entity for the conduct of any business for profit, and any construction 
of this Agreement to the contrary which has an adverse tax effect on either 
Party shall render this Agreement null and void from its inception.

19.04     Survivorship Of Certain Obligations.  Notwithstanding Paragraph 
19.03 above, the termination or voidance of this Agreement shall not 
discharge any Party from any obligation it owes to the other Party under 
this Agreement by reason of any transaction, loss, cost, damage, expense or 
liability which shall have occurred or arisen after the Effective Date of 
this Agreement, but prior to such termination or voidance.  It is the intent 
of the Parties that should this Agreement be terminated or voided under 
Paragraph 19.03 above or any other paragraph hereof, the satisfaction of 
any such obligation and the provisions for indemnification and limited 
liability of Article 14 above shall constitute a separate agreement between
the Parties that is severable from this Agreement and, as such, shall remain 
in full force and effect for actions that occurred prior to the notice of 
termination or voidance of this Agreement.

19.05     Computation of Time.  In computing any period of time prescribed or
allowed by this Agreement, the day of the act, event, or default from which 
the designated period of time begins to run shall be excluded but the last 
day of such period shall be included, unless it is a Saturday, Sunday, or 
legal holiday, in which event the period shall run until the end of the next 
business day which is not a Saturday, Sunday, or legal holiday.

19.06     Paragraph Headings Not to Affect Meaning.  The descriptive headings
of the Articles and paragraphs of this Agreement have been inserted for
convenience only and shall not modify or restrict any of the terms and 
provisions thereof.

19.07     IMPA s Rights under the Joint Transmission System Agreement. 
IMPA through its rights in the Joint Transmission System, shall be 
responsible for taking all steps to pursue in good faith, its rights under 
the Joint Transmission System Agreement, to satisfy IMPA's responsibilities 
under this Agreement.

                                ARTICLE 20

                                  NOTICES

20.01     Notices Relating to Provisions of this Agreement.  Any notice, 
demand or request made by a Party to the other Party pursuant to any 
provision of this Agreement shall be made in writing and shall be delivered 
in person, by registered or certified mail to the named officer of the Party 
at the address listed below; provided, that either Party may, from time to 
time, change such designated officer or the address thereof by giving 
written notice of such change to the other Party.

TO IPL:
          President 
          Indianapolis Power & Light Company
          P. O. Box 1595
          Indianapolis, Indiana 46206-1595

TO IMPA: 
          President 
          Indiana Municipal Power Agency
          11610 North College Avenue 
          Carmel, Indiana 46032 

20.02     Notices Of An Operating Nature.  Any notice, request or demand
pertaining to matters of an operating nature may be served in person or by 
United States mail, messenger, telephone, or FAX as circumstances dictate, 
to a Representative; provided, that should the same not be written, 
confirmation thereof shall be made in writing as soon as practicable 
thereafter, upon request of the Party being served.

                                 ARTICLE 21

              GOVERNING LAW AND CONSTRUCTION OF AGREEMENT

21.01     This Agreement shall be governed by and construed according to the 
laws of the State of Indiana.


                                 ARTICLE 22

                     ENTIRE AGREEMENT CONTAINED HEREIN

22.01     This is the entire agreement between the Parties and no oral or 
other written representations shall have the affect of amending or modifying 
this Agreement.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed
by their respective duly authorized officers and their respective corporate 
seals to be hereunto affixed as of the date first above written.


INDIANAPOLIS POWER & LIGHT COMPANY

By /s/ R. L. Humke 
                                        
President and Chief Operating Officer

ATTEST:

By /s/ M. E. Woods                                   _ 

Marcus E. Woods, Vice President,
Secretary and General Counsel



     

INDIANA MUNICIPAL POWER AGENCY     

By /s/ Raj G. Rao 
 
President


ATTEST:

By /s/ Robert J. Clifford
      
Robert J. Clifford
Vice President and Assistant Secretary

<PAGE>
                                                       EXHIBIT I 

                         SERVICE SCHEDULE A
                                  
                          EMERGENCY SERVICE
                                  
Under Interconnection Agreement dated August 19, 1994 between Indianapolis
Power & Light Company and Indiana Municipal Power Agency (the "Agreement").
  
SECTION 1 - DEFINITIONS
  
1.1     The meaning of the terms used herein shall be the same as those used 
in this Agreement.
  
SECTION 2 - DURATION
  
2.1     This Service Schedule shall become effective as of the Effective 
Date of this Agreement and shall continue in effect throughout the duration 
of this Agreement.
  
SECTION 3 - SERVICES TO BE RENDERED
  
3.1     Conditional Service.  Subject to the provisions of Subsection 3.2 of 
this Section 3, in the event of a breakdown or other emergency in or on the 
system of either Party involving either sources of power or transmission 
facilities, or both, impairing or jeopardizing the ability of the Party 
suffering the emergency to meet the loads of its system, the other Party 
shall deliver to such Party electric energy that it is requested to deliver; 
provided, however, that neither Party shall be obligated to deliver such 
energy which, in its sole judgment, it cannot deliver without interposing a 
hazard to or economic burden upon its operations or without impairing or 
jeopardizing the other load requirements of its system and provided
further, that neither Party shall be obligated to deliver electric energy 
to the other for a period in excess of forty-eight (48) consecutive hours 
during any single emergency.
  
3.2     Non-performance.  The Parties recognize that the delivery of electric
energy as provided in Subsection 3.1 of this Section 3 is subject to two 
conditions which may preclude the delivery of such energy as so provided:  
(a) the Party requested to deliver electric energy may be suffering an 
emergency in or on its own system as described in said Subsection 3.1, or 
(b) the system of a Party may be delivering electric energy, under a mutual 
emergency interchange agreement, to the system of another interconnected 
company which is suffering an emergency in or on its system.  Under 
conditions as cited under (a) above, neither Party shall be considered to be 
in default hereunder if it is unable to comply with the provisions of said 
Subsection 3.1.  Under conditions as cited under (b) above, neither Party 
shall be considered to be in default hereunder if it is unable to comply with
the provisions of said Subsection 3.1; provided, however, that such Party shall
make every effort consistent with the terms of its contract with said other 
interconnected company to make the electric energy as provided in Subsection 
3.1 available to the other Party hereto as soon as possible.
<PAGE>
3.3  Reserve Generating Capacity Review.  If at any time the record over a
reasonable prior period shows clearly that either of the Parties has failed 
to deliver energy in accordance with and subject to the provisions of 
Subsection 3.1, either Party by written notice given to the other Party, may 
call for a joint study by the Parties of the reserve generating capacity in 
and provided for their respective systems and of their respective 
transmission facilities affecting the supply and delivery of power and 
energy under this Agreement.  It shall be the purpose of such study to 
determine the adequacy or inadequacy of reserve generating capacity and 
transmission facilities being provided to meet the requirements of the
Parties' respective systems, reflecting obligations under this Agreement, 
and, if inadequate, the extent of the burden that one Party may be placing 
upon the other Party.  If it should be found that one Party is placing an 
unreasonable burden upon the other, the Party causing such burden shall take 
such measures as are necessary to remove the burden from the other Party, or 
the Parties shall enter into such arrangements as shall provide for 
equitable compensation to the Party being burdened.
  
SECTION 4 - COMPENSATION
  
4.1     When IPL is the Supplying Party:
  
        4.11 Emergency Energy delivered that is generated by IPL shall be 
        settled for, at the option of IPL, either by the return of equivalent 
        energy at a mutually acceptable time upon request of IPL or by 
        payment of the greater of (a) 110% of the Out-Of-Pocket Cost (such 
        cost being as of the delivery point or points, as referred to in 
        Article 5.0 of this Agreement, taking into account electrical losses 
        incurred from the source or sources of such energy to the delivery 
        point or points) of supplying such energy, or (b) $0.10 per 
        kilowatt-hour.
  
        4.12 Emergency Energy delivered that is purchased by IPL from a 
        third party shall be settled for by payment of an energy charge of 
        100% of the Out-Of-Pocket Cost paid therefor by IPL, plus an amount 
        to be agreed upon by the Parties at the time of the transactions of 
        up to 4.6 mills per kilowatt-hour (consisting of up to 3.6 mills 
        per kilowatt-hour for bulk transmission charge plus 1 mill per 
        kilowatt-hour for difficult to quantify energy-related costs), plus 
        any  transmission losses resulting on IPL's system on account of the 
        transaction, and plus any taxes incurred by IPL on account of the 
        transaction.
  
4.2     When IMPA is the Supplying Party:
  
        4.21 Emergency Energy delivered that is generated by IMPA shall be
        settled for, at the option of IMPA, either by the return of 
        equivalent energy at a mutually acceptable time upon request of IMPA 
        or by payment of the great of (a) 110% of the Out-Of-Pocket Cost 
        (such cost being as of the delivery point or points, as referred to 
        in Article 5.0 of this Agreement, taking into account electrical 
        losses incurred from the source or sources of such energy to the 
        delivery point or points) of supplying such energy, or (b) $0.10 
        per kilowatt-hour.
<PAGE>
        4.22 Emergency Energy delivered that is purchased by IMPA from a 
        third party shall be settled for by payment of an energy charge of 
        100% of the Out-Of-Pocket Cost paid therefor by IMPA, plus an amount 
        to be agreed upon by the Parties at the time of the transactions of 
        up to 4.5 mills per kilowatt-hour (consisting of up to 3.5 mills per 
        kilowatt-hour for bulk transmission charge plus 1 mill per kilowatt-
        hour for difficult to quantify energy-related costs), plus any 
        transmission losses resulting on IMPA's system on account of the 
        transaction, and plus any taxes incurred by IMPA on account of the 
        transaction.
     
4.3     If the option of returning electric energy under Subsection 4.11 or 
4.21 is exercised, then it shall be returned at times when the load 
conditions of the Party receiving it are equivalent to the load conditions  
of such Party at the time the energy for which it is returned was delivered 
or, if such Party elects to have equivalent energy returned under different 
conditions, it shall be returned in such amounts, to be agreed upon by the 
Operating Committee under this Agreement, as will compensate either Party 
for the difference in conditions.
  
                                                        EXHIBIT II

                                SERVICE SCHEDULE B

                                INTERCHANGE ENERGY

Under Interconnection Agreement dated August 19, 1994 between Indianapolis
Power & Light Company and Indiana Municipal Power Agency (the "Agreement").

SECTION 1 - DEFINITIONS

1.1  The meaning of the terms used herein shall be the same as those used in
this Agreement.

SECTION 2 - DURATION

2.1  This Service Schedule shall become effective as of the Effective Date of
this Agreement and shall continue in effect throughout the duration of this 
Agreement.

SECTION 3 - SERVICES TO BE RENDERED

3.1  Economy Energy.  Either Party may arrange to purchase from the other
Party electrical energy ("Economy Energy") when it is possible to effect a
savings thereby and, when, in the sole judgment of the supplying Party,
such energy is available.  Prior to each Economy energy transaction, the
amount of energy, the time of its delivery, and the compensation therefore
shall be determined by the Parties.  Compensation so determined by the 
Parties shall not be subject to later review or adjustment.  In the event
conditions arise during such scheduled period which cause the delivery of
Economy Energy to become burdensome to the supplying Party, said Party has
the right to request the receiving Party to reduce the amount of such energy
to any quantity specified.  Receipt or delivery of Economy Energy may also
be arranged with other interconnected systems not Parties to this Agreement.

3.2  Non-Displacement Energy.  It is recognized that occasions will arise 
when transactions under subsection 3.1 above will be impracticable although
a Party may have electric energy (herein called "Non-Displacement Energy")
which it is willing to make available from surplus capacity from its own
system or from outside sources, or both and which can be utilized 
advantageously for short intervals by the other Party.  In such event, the
Party desiring receipt of such energy shall notify the other Party of the
extent to which it desires to obtain Non-Displacement Energy, and if the
other Party, in its sole judgment, determines that Non-Displacement Energy is
available, schedules providing the periods and extent of use shall be 
mutually agreed upon.  Neither Party shall be obligated to make any Non-
Displacement Energy available to the other.

SECTION 4 - COMPENSATION

                               ECONOMY ENERGY

4.1  The charge for Economy Energy purchased by either Party from the other
Party shall be based on the principle that the Party purchasing it shall pay
the Out-of-Pocket Cost (including all operating, maintenance, tax, 
transmission losses and other expenses incurred that would not have been
incurred if the energy had not been supplied) of the Party supplying such
Energy and that the resulting savings to the receiving Party shall be
equally shared by the supplying and receiving Parties.  Prior to any
transaction involving the delivery and receipt of Economy Energy, authorized
representataives of the Parties shall determine and agree upon the 
compensation applicable to such transaction.  Compensation so agreed upon
shall not be subject to later review or adjustment.

4.2  When Economy Energy is obtained from or delivered to a system 
interconnected with either of the Parties which is not a signatory to this
Agreement ("Third Party"), payment among the participants in such a 
transaction shall be based on the Out-of-Pocket Costs of the supplying
Party or Third Party providing the Energy and an allocated of the gross
savings, which are defined as the difference between (1) what the Out-of-
Pocket Costs of the receiving Party or Third Party would have been to
generate such Energy, and (2) the Out-of-Pocket Costs of the supplying
Party or Third Party providing the Energy.  Such allocation shall be made
as provided in Subsections 4.21 and 4.22 herein below.

        4.21  The transmitting party shall be paid (A) its cost of
        purchasing the Energy supplied, plus (B) its costs of additional
        transmission losses plus the following:

                (1)  When IPL is such transmitting Party:  Fifteen
                percent of the gross savings remaining after
                deducting all such payments for transmission losses.

                (2)  When IMPA is such transmitting Party:  Fifteen
                percent of the gross savings remaining after deducting
                all such payments for transmission losses.

        4.22  The supplying Party or Third Party shall be paid its Out-of
        Pocket Costs of providing the Energy, plus one-half of the gross
        savings remaining after deducting all payments made under Subsection
        4.21 (B) and (C).  The receiving Party or Third Party shall pay an
        amount which will provide it with the other one-half of the gross
        savings remaining after deducting all payments made under Subsection
        4.21 (B) and (C).

                                 NON-DISPLACEMENT ENERGY

4.3  Non-Displacement Energy delivered hereunder shall be settled for either
by the return of equivalent Energy or, at the option of the supplying Party,
by payment of an energy charge of up to 110% of the Out-of-Pocket Costs
(such cost being as of the delivery point or points, as provided in Article
5 of this Agreement, taking account the electrical losses incurred from the
source or sources of such energy to said delivery point or points) to the
supplying Party generating such energy plus:

        4.31  When IPL is the supplying Party:

                4.31.1  IPL at its option, may impose a demand charge of up
                to 48.6 mills per kilowatthour reserved per hour, but the
                total charge in any one day shall be no more than the 
                product of $0.778 times the highest amount in kilowatts
                reserved in any hour during the day or,

                4.31.2  IPL, at its option, may choose to supply such energy
                without imposing a demand charge in which case no additional
                payment is included.  However, if this option is picked, the
                cost of such energy will be calculated as 110% of the actual
                Out-of-Pocket Cost (such cost being as of the delivery point
                or points, as provided in Paragraph 5.01.1 of Article 5 of
                this Agreement, taking into account electrical losses 
                incurred from the source or sources of such energy to said
                delivery point or points) to the supplying Party generating
                such energy.

                4.31.3  If equivalent energy is returned by IMPA, it shall be
                returned at times when the load conditions of IPL are 
                equivalent to the load conditions of IPL at the time the
                energy for which it is returned was delivered or, if IPL
                elects to have equivalent energy returned under different
                conditions, it shall be returned in such amount, to be
                agreed upon by the operating Committee, as will compensate
                for the difference in conditions.

        4.32  When IMPA is the supplying Party:

                4.32.1  IMPA at its option may impose a demand charge of up
                to 43.5 mills per kilowatthour reserved per hour, but the
                total charge in any one day shall be no more than the
                product of $0.696 times the highest amount in kilowatts
                reserved in any hour during the day, or

                4.32.2  IMPA, at its option, may choose to supply such
                energy without imposing a demand charge in which case no
                additional payment is included.  However, if this option
                is picked, the cost of such energy will be calculated as
                110% of the actual Out-of-Pocket Cost (such cost being as
                of the delivery point or points, as provided in Paragraph
                5.01.1 of Article 5 of this Agreement, taking into account
                electrical losses incurred from the source or sources of such
                energy to said delivery point or points) to the supplying
                Partyh generating such energy.

                4.32.3  If equivalent energy is returned by IPL, it shall be
                returned at times when the load conditions of IMPA are
                equivalent to the load conditions of IMPA at the time the 
                energy for which it is returned was delivered or, if IMPA
                elects to have equivalent energy returned under different
                conditions, it shall be returned in such amount, to be agreed
                upon by the Operating Committee, as will compensate for the
                difference in conditions.

4.4  Non-Displacmeent Energy delivered under Section 3.2 above that is 
purchased by the supplying party from another interconnected system which is
not a signatory to this Agreement ("Third Party") at the request of the
receiving party shall be settled for as follows:

        4.41  When IPL is the supplying Party, by a payment of 100% of the
        amount paid such Third Party, plus a demand charge in an amount to
        be agreed upon by the Parties at the time of the reservation of up
        to 3.6 mills per kilowatt reserved per hour, but the total demand
        charge in any one day shall be no more than the product of $0.058
        times the highest amount in kilowatts reserved in any hour during
        the day, plus 1 mill per kilowatthour (for difficult to quantify
        energy-related costs), plus the cost of any quantifiable 
        transmission losses, taxes, and other expenses incurred that 
        would not have been incurred if such transaction had not been made.

        4.42  When IMPA is the supplying Party, by a payment of 100% of
        the amount paid such Third Party, plus a demand charge in an amount
        to be agreed upon by the Parties at the time of the resrevation of
        up to 3.5 mills per kilowatt reserved per hour, but the total demand
        charge in any one day shall be no more than the product of $0.055
        times the highest amount in kilowatts reserved in any hour during
        the day, plus 1 mill per kilowatthour (for difficult to quantify
        energy-related costs), plus the cost of any quantiable transmission
        losses, taxes, and other expenses incurred that would not have been
        incurred if such transaction had not been made.

4.5  Notwithstanding the rates stated in Subsection 4.3 above when IPL is the
supplying Party, if the "demand charge" option of Subsection 4.31.1 is 
chosen, the sum of demand and energy charges for each specific reservation 
made pursuant to Subsection 3.2 of this Service Schedule shall not:

        4.51  exceed the total of:

                4.51.1  The product of the number of kilowatts reserved for
                such reservation times the maximum hourly demand charge
                specified above in Subsection 4.3; and

                4.51.2  The product of the number of kilowatt-hours supplied
                for such reservation times 110% of the average cost per
                kilowatt-hour of energy generated by IPL's Petersburg Unit
                No. 4 for the last preceding month during which it was run;
                or

                4.52  be less than 100% of the total Out-of-Pocket Cost of
                supplying the Non-Displacement Energy for each reservation.

4.6  Notwithstanding the rates stated in Subsection 4.3 above when IMPA is
the supplying Party, if the "demand charge" option of Subsection 4.31.1 is
picked, the sum of the demand and energy charges for each specific
reservation made pursuant to Subsection 4.3 of this Service Schedule shall
not:

        4.61  exceed the total of:

                4.61.1  The product of the number of kilowatts reserved
                for such reservation times the maximum hourly demand
                charge specified above in subsection 4.3; and

                4.61.2  The product of the number of kilowatt-hours 
                supplied for such reservation times 110% of the average
                cost per kilowatt-hour of energy generated by IMPA's
                Trimble County Unit #1 for the last preceding month
                during which it was run; or

        4.62  be less than 100% of the total Out-of-Pocket Cost of supplying
        the Non-Displacement Energy for such reservation.

4.7  The aggregate instant total capacity of all IPL sales under this and
other Service Schedules which are a part of this and other IPL Agreements,
for which the rates charged have been supported on the basis that total
revenues will not exceed the costs of Petersburg Unit No. 4, is limited to 
515 MW.

4.8  The aggregate instant total capacity of all IMPA sales under this and
other Service Schedules which are a part of this and other IMPA Agreements,
for which the rates charged have been supported on the basis that total
revenues will not exceed the costs of Trimble County Unit #1, is limited to
64 MW.  For sales in excess of the capacity limitation of 64 MWs noted 
above, the rate shall consist of an energy charge of up to 110% of the 
average cost per kilowatt-hour of the energy generated and a demand charge
of up to 27.0 mills per kilowatt per hour, but in no event shall the total
revenue (energy charge and demand charge combined) be less than 100% of the
Out-of-Pocket Costs of supplying the short term energy for such reservation.

                                                        EXHIBIT III

                            SERVICE SCHEDULE C

                            SHORT TERM POWER

Under Interconnection Agreement dated August 19, 1994 between Indianapolis
Power & Light Company and Indiana Municipal Power Agency (the "Agreement").

SECTION 1 - DEFINITIONS

1.1  The meaning of the terms used herein shall be the same as those used
in this Agreement.

SECTION 2 - DURATION

2.1  This Service Schedule shall become effective as of the Effective Date
of this Agreement and shall continue in effect throughout the duration of
this Agreement.

SECTION 3 - SERVICES TO BE RENDERED

3.1  Either Party, by giving the other Party notice, may reserve from the
other (a) electric power ("Weekly Short Term Power") for period of one or 
more weeks or (b) electric power ("Daily Short Term Power") for periods of
one or more days whenever the Party requested to reserve the same is
willing to make such power available.  Under ordinary circumstances such
reservation shall extend for not less than a claendar week if it begins with
Sunday or for the balance of the calendar week if it begins with any day
subsequent to Sunday; however, under unusual circumstances, the Parties may
mutually agreed upon a reservation of Daily or Weekly Short Term Power for
a lesser number of days.  In all cases the Party asked to supply Daily or
Weekly Short Term Power shall be the sole judge as to the amounts and
periods that it has electric power available that may be reserved by the
other Party as Short Term Power.

        3.11  Prior to each reservation of Weekly or Daily Short Term Power,
        the number of kilowatts to be reserved, the period of the 
        reservation, the terms of such reservation, and the source of such
        power if the supplying Party is in turn reserving such power from
        another interconnected system which is not a signatory to this
        Agreement ("Third party"), shall be determined by the Parties.
        Such reservation shall be confirmed in writing at the request of
        either Party.  If during such period conditions arise that could
        not have been reasonably foreseen at the time of the reservation
        and cause the reservation to be burdensome to the supplying Party,
        such Party may by oral notice to the reserving Party, such oral
        notice to be later confirmed in writing if requested by either
        Party and such confirmation shall be forwarded not later than the
        third day following the day such oral notice is given, excluding
        Saturdays, Sundays and holidays, reduce the number of kilowatts
        reserved by such amount and for such time as it shall specify in
        such notice, but kilowatts reserved hereunder that the supplying 
        Party is in turn reserving from a Third Party may be reduced only 
        to the extent they are reduced by such Third Party.

        3.12  During each period that Weekly or Daily Short Term Power has
        been reserved, the Party that has agreed to supply such power shall
        upon call by the reserving Party deliver associated electric energy
        ("Weekly or Daily Short Term Energy") to the reserving Party as of
        the delivery point or points, as provided in Paragraph 5.01 of 
        Article 5 of this Agreement at a rate during each hour of up to and
        including the number of kilowatts reserved.

SECTION 4 - COMPENSATION

4.1  DEMAND CHARGES

The Party reserving Weekly or Daily Short Term Power shall pay the supplying
Party the following demand charges:

                           4.11 WEEKLY SHORT TERM POWER

                4.11.1  When IPL is the supplying Party, IMPA shall pay
                IPL for Weekly Short Term Power at the rate of up to $3.89
                per kilowatt reserved per week.

                4.11.2  When IMPA is the supplying Party, IPL shall pay
                IMPA for Weekly Short Term Power at the rate of up to $3.48
                per kilowatt reserved per week.

                4.11.3  In the event the amount of Weekly Short Term Power
                reserved is reduced upon notice from the supplying party,
                the demand charge for each day (other than Sunday) during
                which any such reduction is in effect shall be reduced by
                one-sixth (1/6) of the supplying Party's weekly demand rate
                per kilowatt for each kilowatt of reduction; however, the
                total of such reductions shall not exceed the weekly demand
                charge (in effect for this transaction) per kilowatt for that
                particular weekly period.

                          4.12 DAILY SHORT TERM POWER

                4.12.1  For any day that Daily Short Term Power is reserved
                by either Party, the daily demand rate shall be equal to a
                rate to be agreed upon by the Parties at the time of the
                reservation of up to one-fifth (1/5) of the supplying Party's
                maximum Weekly Short Term Power demand rate.  The total 
                demand charge revenues in any consecutive seven day period
                shall not exceed the product of the Weekly rate and the
                highest demand experienced on any day in the seven day 
                period.

                4.12.2  In the event the amount of Daily Short Term Power
                reserved is reduced upon notice from the supplying Party,
                the demand charge per kilowatt for each day during which
                any such reduction is in effect shall be reduced by the
                daily aforesaid demand rate (in effect for this transaction)
                per kilowatt of reduction.

                          4.13 THIRD PARTY WEEKLY OR DAILY SHORT TERM POWER

                4.13.1  For any period that Short Term Power is reserved by
                IMPA for and at the request of IPL from a Third Party, such
                Short Term Power shall be supplied at the rate of up to
                $0.28 per kilowatt reserved per week or at the rate of up to
                $0.055 per kilowatt reserved per day, both charges pertaining
                to the reservation of transmission, plus the demand charge
                paid therefor by IMPA to the Third Party.  The total demand
                charge revenues for the reservation of transmission in any
                consecutive seven day period shall not exceed the product of
                the Weekly rate for the reservation of transmission and the
                highest demand experienced on any day in the seven day 
                period.

                4.13.2  For any period that Weekly Short Term Power is 
                reserved by IPL for and at the request of IMPA from a Third
                Party, such Short Term Power shall be supplied at the rate
                of up to $0.29 per kilowatt reserved per week or at the rate
                of up to $0.058 per kilowatt reserved per day, both charges
                pertaining to the reservation of transmission, plus the
                demand charge paid therefor by IPL to the Third Party.  The
                total demand charge revenues for the reservation of 
                transmission in any consecutive seven day period shall not
                exceed the product of the Weekly rate for the reservation
                of transmission and the highest demand experienced on any
                day in the seven day period.

                4.13.3  In the event the amount of Weekly Short Term Power
                reserved from a Third Party is reduced upon the request of
                the Third Party, the demand charge for each day during
                which such reduction is in effect shall be reduced by the
                amount by which such reduction is in effect shall be
                reduced by the amount by which the demande charge payable
                by the supplying Party is reduced under its agreement with
                such Third Party.  The transmission reservation charge
                shall remain payable to the supplying Party at the option
                of the supplying Party.

                4.13.4  In the event the amount of Weekly Short Term Power
                reserved from a Third Party is reduced by the supplying
                Party because of a transmission burden on its system, the
                demand charge for each day during which such reduction is
                in effect shall be reduced by the amount by which the
                demand charge chargeable to the supplying Party is reduced
                under its agreement with such Third Party plus one-sixth
                of the Weekly rate per kilowatt agreed to under Subsection
                4.13.1 or 4.13.2 for each kilowatt of reduction each day,
                but not more than the rate agreed upon for each kilowatt
                per week.

                4.13.5  In the event the amount of Daily Short Term Power
                reserved from a Third Party is reduced upon the request of
                the Third Party, the demand charge for such power shall be
                reduced by the amount by which the demand charge payable by
                the supplying Party is reduced under its agreement with such
                Third Party.  The transmission reservation charge shall 
                remain payable to the supplying Party at the option of the
                supplying Party.

                4.13.6  In the event the amount of Daily Short Term Power
                reserved from a Third Party is reduced by the supplying
                Party because of a transmission burden on its system, the
                demand charge for such power shall be reduced by the amount
                by which the demand charge payable by the supplying Party
                is reduced under its agreement with such Third Party plus
                the Daily rate per kilowatt agreed to under Subsection
                4.13.1 or 4.13.2 for each kilowatt of reduction.

4.2  Energy Charges

The reserving Party shall pay the supplying Party for all Short Term Energy
delivered pursuant to Subsection 3.12 above at the following rates:

        4.21  For each kilowatthour that is generated by the supplying
        Party's system, in an amount of up to 100% of the Out-of-Pocket
        Costs (such cost being as of the delivery point or points, as
        provided in Article 5 of this Agreement, including all operating,
        maintenance, tax, transmission losses and other expenses incurred
        that would not have been incurred if the energy had not been
        supplied), of supplying Short Term Energy called for during such
        period.

        4.22  For each kilowatt-hour purchased by the supplying Party's
        system from a Third Party to supply the Short Term Energy called
        for during such period, 100 percent of the amount of the Energy
        charge paid therefor by IPL plus 1 mill per kilowatt-hour for
        difficult to quantify energy-related costs plus any transmission
        losses, taxes, and other expenses incurred that would not have
        been incurred if such transactions had not been made.

4.3  Notwithstanding the rates stated in Subsection 4.1 and 4.2 above when
IPL is the supplying Party, the sum of the demand and energy charges for
each specific reservation made pursuant to Section 3 of this service
schedule shall not:

        4.31  exceed the total of:

                4.31.1  The product of the number of kilowatts reserved
                for such reservation times the maximum Weekly or Daily
                demand charge, whichever is applicable, specified above
                in Subsection 4.11 and 4.12, as appropriate; and

                4.31.2  The product of the number of kilowatt-hours
                supplied for such reservation times 110% of the average
                cost per kilowatt-hour of energy generated by IPL's 
                Petersburg Unit No. 4 for the last preceding month during
                which it was run; or

        4.32  be less than 100% of the total Out-of-Pocket Cost of 
        supplying the Short Term Energy for such reservation.

4.4  Notwithstanding the rates stated in Subsection 4.11 and 4.12 above 
when IMPA is the supplying Party, the sum of the demand and energy charges
for each specific reservation made pursuant to Section 3 of this service
schedule shall not:

        4.41  exceed the total of:

                4.41.1  the product of the number of kilowatts reserved
                for such reservation times the maximum Weekly or Daily
                demand charge, whichever is applicable, specified above
                in Subsection 4.11 and 4.12, as appropriate; and

                4.41.2  the product of the number of kilowatts-hours
                supplied for such reservation times 110% of the average
                cost per kilowatt-hour of energy generated by IMPA's
                Trimble County Unit #1 for the last preceding month 
                during which it was run; or

        4.42 be less than 100% of the total Out-of-Pocket Cost of supplying
        the Short Term Energy for such reservation.

4.5  The aggregate instant total capacity of all IPL sales under this and
other Service Schedules which are a part of this and other IPL Agreements,
for which the rates charged have been supported on the basis that total
revenues will not exceed the costs of Petersburg Unit No. 4, is limited to
515 MW.

4.6  The aggregate instant total capacity of all IMPA sales under this and
other Service Schedules which are a part of this and other IMPA Agreements,
for which the rates charged have been supported on the basis that total
revenues will not exceed the costs of Trimble County Unit #1 is limited to
64 MW.  For sales in excess of the capacity limitation of 64 MWs noted above,
the rate shall consist of an energy charge of up to 110% of the average cost
per kilowatt-hour of the energy generated and a demand charge of up to $2.16
per kilowatt per week, but in not event shall the total revenue (energy
charge and demand charge combined) be less than 100% of the Out-of-Pocket
Costs of supplying the short term energy for such reservation.

                                                        EXHIBIT IV

                             SERVICE SCHEDULE D

                             LIMITED TERM POWER

Under Interconnection Agreement dated August 19, 1994 between Indianapolis
Power & LIght Company and Indiana Municipal Power Agency (the "Agreement").

SECTION 1 - DEFINITIONS

1.1  The meaning of the terms used herein shall be the same as those used
in this Agreement.

SECTION 2 - DURATION

2.1  This Service Schedule shall become effective as of the Effective Date
of this Agreement and shall continue in effect until termination of this
Agreement.

SECTION 3 - SERVICES TO BE RENDERED

3.1  Either Party, by giving the other Party notice, may reserve for periods
of not less than one month (1), such electric power (herein called "Limited
Term Power") as the other Party may be willing to make available as Limited
Term Power.  The Party asked to supply Limited Term Power shall be the sole
judge as to the amounts and periods that it has electric power available that
may be reserved by the other Party as Limited Term Power.

        3.11  To reserve Limited Term Power the Party desiring such power 
        shall specify in its notice to the supplying Party the number of
        kilowatts, the period of the reservation, the terms of such
        reservation, and the source of such power if the supplying Party is
        in turn reserving such power from another interconnected system
        which is not a signatory to this Agreement ("Third Party"), shall
        be determined by the Parties.  Such reservation shall be confirmed
        in writing at the request of either Party.  The supplying Party 
        shall signify the extent of its ability and willingness to comply
        with the provisions of such notice.  Any notice or any
        acknowledgment of such notice that initially may be given orally
        shall be confirmed thereafter in writing.  If during such period
        the conditions arise that could not have been reasonably foreseen
        at the time of the reservation and cause the reservation to be
        electrically burdensome (reduced only prior to reductions in native
        load, and prior firm commitments) to the electrical system of the
        supplying Party, such Party may by oral notice to the reserving
        Party, such oral notice to be later confirmed in writing if requested
        by either Party and such confirmation shall be forwarded not later
        than the third day following the day such oral notice is given,
        excluding Saturdays, Sundays and holidays, reduce the number of 
        kilowatts reserved by such amount and for such time as it shall
        specify in such notice, but kilowatts reserved hereunder that the
        supplying Party is in turn reserving from a Third Party may be
        reduced only to the extent they are reduced by such Third Party.
        However, as soon as conditions allow resumption of delivery of
        Limited Term Energy the supplying Party shall immediately make the
        Limited Term Energy available to the receiving Party.

        3.12  During each period that Limited Term Power has been reserved
        as provided, the supplying Party shall delivery upon call electric
        energy (herein called Limited Term Energy) to the other Party at the
        Point or Points of Interconnection set forth in Article 5 of this
        Agreement at a rate during each hour of up to and including the
        number of kilowatts reserved.

        3.13  The Limited Term Power billing demand for any period shall be
        taken as equal to the number of kilowatts reserved as Limited Term
        Power for such period.

SECTION 4 - COMPENSATION

4.1  DEMAND CHARGES

The Party reserving Monthly Limited Term Power shall pay the supplying
Party the following demand charges:

                        4.11 MONTHLY LIMITED TERM POWER
                
                4.11.1  When IPL is the supplying Party, IMPA shall pay
                IPL for Monthly Limited Term Power at the rate of up to
                $18.00 per kilowatt reserved per month.

                4.11.2  When IMPA is the supplying Party, IPL shall pay
                IMPA for Monthly Limited Term Power at the rate of up to
                $18.10 per kilowatt reserved per month.

                4.11.3  In the event the amount of Monthly Limited Term
                Power taken is reduced upon notice from the supplying
                Party, the demand charge for each day during which any
                such reduction is in effect shall be reduced by one-twentieth
                (1/20) of the supplying Party's monthly demand rate (in 
                effect for this transaction) per kilowatt for each kilowatt
                of reduction; however, the total of such reduction shall not
                exceed the monthly demand charge (in effect for this
                transaction) per kilowatt for that particular monthly
                period.

                        4.12  THIRD PARTY LIMITED TERM POWER

                4.12.1  For any month that Monthly Limited Term Power is
                reserved by IMPA for and at the request of IPL from a
                Third Party, such Monthly Limited Term Power shall be
                supplied at a rate to be agreed upon by the Parties at the
                time of the reservation of up to $1.20 per kilowatt
                reserved per month said charges pertaining to the
                reservation of transmission, plus the demand charge paid
                therefor by IMPA to the Third Party.  The total demand
                charge revenues for the reservation of transmission in any
                consecutive 30 day period shall not exceed the product of
                the Monthly rate for the reservation of transmission and
                the highest demand reserved on any day in the 30 day
                period.

                4.12.2  For any month that Monthly Limited Term Power is
                reserved by IPL for and at the request of IMPA from a
                Third Party, such Monthly Limited Term Power shall be
                supplied at a rate to be agreed upon by the Parties at the
                time of the reservation of up to $1.27 per kilowatt
                reserved per month said charges pertaining to the 
                reservation of transmission, plus the demand charge paid
                therefor by IPL to the Third Party.  The total demand
                charge revenues for the reservation of transmission in any
                consecutive 30 day period shall not exceed the product of
                the Monthly rate for the reservation of transmission and
                the highest demand reserved on any day in the 30 day period.

                4.12.3  In the event the amount of Monthly Limited Term
                Power reserved from a Third Party is reduced upon the
                request of the Third Party, the demand charge for each
                day during which reduction is in effect shall be reduced
                by the amount by which the demand charge payable by the
                supplying Party is reduced under its agreement with such
                Third Party.  The transmission reservation charge shall
                remain payable to the supplying Party at the option of
                the supplying Party.

                4.12.4  In the event the amount of Monthly Limited Term
                Power reserved from a Third Party is reduced by the
                supplying Party because of a transmission burden on its
                system, the demand charge for each day during which such
                reduction is in effect shall be reduced by the amount by
                which the demand charge payable by the supplying Party is
                reduced under its agreement with such Third Party plus in
                the case of Power reserved by IMPA, one-thirtieth (1/30) of
                the reservation of transmission rate agreed to under
                Subsection 4.12.1 for each kilowatt of reduction each
                day; but not more than the rate agreed upon for each
                kilowatt per month; and, in the case of Power reserved by
                IPL, one-thirtieth (1/30) of the reservation of transmission
                rate per kilowatt agreed to under Subsection 4.12.2 for each
                kilowatt of reduction each day; but not more than the rate
                agreed upon for each kilowatt per month.

4.2  ENERGY CHARGES

The reserving Party shall pay the supplying Party for all Limited Term 
Energy delivered pursuant to Subsection 3.12 above at the following rates:

        4.21  For each kilowatthour that is generated by the supplying
        Party's system, in an amount of up to 110 percent of the Out-of-
        Pocket Costs (such cost being as of the delivery point or points,
        as provided in Article 5 of this Agreement, including all 
        operating, maintenance, tax, transmission losses and other expenses
        incurred that would not have been incurred if the energy had not
        been supplied), of supplying Limited Term Energy called for during
        such period.

        4.22  For each kilowatt-hour purchased by the supplying Party's
        system from a Third Party in order to supply the Limited Term
        Energy called for during such period, 100 percent of the amount
        paid therefor by the supplying Party plus 1 mill per kilowatt-hour
        for difficult to quantify energy-related costs plus the cost of
        any transmission losses, taxes, and other expenses incurred that
        would not have been incurred if such transaction had not been made.

4.3  Notwithstanding the rates stated in Subsection 4.1 and 4.2 above when
IPL is the supplying Party, the sum of the demand and energy charges for
each specific reservation made pursuant to Subsection 3 of this service
schedule shall not:

        4.31  exceed the total of:

                4.31.1  The product of the number of kilowatts reserved for
                such reservation times the maximum Monthly demand charge
                specified above in Subsection 4.11 and 4.12, as appropriate;
                and 

                4.31.2  The product of the number of kilowatt-hours supplied
                for such reservation times 110% of the average cost per 
                kilowatt-hour of energy generated by IPL's Petersburg Unit
                No. 4 for the last preceding month during which it was run;
                or

        4.32  be less than 100% of the total Out-of-Pocket Cost of supplying
        the Limited Term Energy for such reservation.

4.4  Notwithstanding the rates stated in Subsection 4.1 and 4.2 above when
IMPA is the supplying Party, the sum of the demand and energy charges for
each specific reservation made pursuant to Section 3 of this service
schedule shall not:

        4.41  exceed the total of:

                4.41.1  The product of the number of kilowatts reserved
                for such reservation times the maximum Monthly demand
                charge specified above in Subsection 4.11 and 4.12, as
                appropriate; and

                4.41.2  The product of the number of kilowatt-hours
                supplied for such reservation times 110% of the average
                cost per kilowatt-hour of energy generated by IMPA
                Trimble County Unit #1 for the last preceding month
                during which it was run; or

        4.42  be less than 100% of the total Out-of-Pocket Cost of
        supplying the Limited Term Energy for such reservation.

4.5  The aggregate instant total capacity of all IPL sales under this and
other Service Schedules which are a part of this and other IPL Agreements,
for which the rates charged have been supported on the basis that total
revenues will not exceed the costs of Petersburg Unit No. 4, is limtied to
515 MW.

4.6  The aggregate instant total capacity of all IMPA sales under this and 
other Service Schedules which are a part of this and other IMPA Agreements,
for which the rates charged have been supported are based on Trimble County
Unit #1 is limited to 64 MWs on an hourly basis.  For sales in excess of the
capacity limitation of 64 MWs noted above, the rate shall consist of an
energy charge of up to 110% of the average cost per kilowatt-hour of the
energy generated and a demand charge of up to $11.22 per kilowatt per month,
but in no event shall the total revenue (energy charge and demand charge
combined) be less than 100% of the Out-of-Pocket Costs of supplying the
short term energy for such reservation.

                               MODIFICATION NO. 1
                                    TO THE
                            INTERCONNECTION AGREEMENT
                                    BETWEEN
                       INDIANAPOLIS POWER & LIGHT COMPANY
                                      AND
                          INDIANA MUNICIPAL POWER AGENCY

THIS AMENDMENT made and entered into as of the 1st day of January, 1995 by
Indianapolis Power & Light Company ("IPL"), being an Amendment to the
Interconnection Agreement between Indiana Municipal Power Agency ("Buyer")
and IPL dated August 19, 1994 (the "Agreement").

                                   WITNESSETH:

WHEREAS, IPL and Indiana Municipal Power Agency entered into the Agreement
on August 19, 1994;

WHEREAS, the Agreement provides for the sale of power and energy by IPL under
Service Schedules described as:

        Service Schedule A              Emergency Service
        Service Schedule B              Interchange Energy
        Service Schedule C              Short Term Power
        Service Schedule D              Limited Term Power

WHEREAS, the Agreement provides for the recovery of incremental costs or
"out-of-pocket" costs occasioned by the sale by IPL of electric energy;

WHEREAS, IPL has implemented its Emissions Constrained Dispatch Plan,
attached hereto;

WHEREAS, the rates for Emergency Service, Interchange Energy, Short Term 
Power and Energy, and Limited Term Power, do not expressly include the
cost of replacing sulfur dioxide ("SO2") emission allowances expended in
order to provide such energy in compliance with Federal laws governing
SO2 emission;

WHEREAS, IPL desires to amend the Agreement to clarify recovery of out-of-
pocket costs occasioned by the sale of said energy as including the 
recovery of the incremental cost of SO2 emission allowances;

NOW, THEREFORE, in consideration of the premises and the terms and
conditions set forth herein; IPL desires to amend the Agreement as follows:

Section 1.  Compensation for SO2 Emission Allowances

The Buyer shall compensate IPL for the consumption of Sulfur Dioxide
Emission Allowances ("SO2 Allowances") directly attributed to electric
energy sales by IPL to Buyer under the Service Schedules.  Such
compensation shall, at Buyer's option, be made by either supplying IPL
with the number of SO2 Allowances directly attributed to such energy
sales, or by reimbursing IPL for the incremental cost of such number of
SO2 Allowances, rounded to the nearest whole SO2 Allowance.

If Buyer opts to reimburse IPL in cash for SO2 Allowances associated with
Buyer's energy purchases for the month, the cash amount due at billing will
be determined by multiplying the number of SO2 Allowances attributed to the
sale by the incremental cost of the SO2 Allowances, as determined in Section 
2.2, at the time of the sale.

If Buyer opts to reimburse IPL in SO2 Allowances, Buyer will record or
transfer to IPL's account, the number of SO2 Allowances calculated below,
at the time cash settlement for the energy is due.  In all cases, Buyer
will transfer to IPL's account the number of SO2 Allowances due IPL for
calendar year no later than January 15 of the following year.  "Transfer
to IPL's account" shall mean, for purposes of the Amendment, the transfer
by the USEPA of the requisite number of SO2 Allowances to IPL's Allowance
Tracking System account and the receipt by IPL of the Allowance Transfer
Confirmation.

Section 2.  Determination of SO2 Emission Allowances Due IPL

        Section 2.1.  Number of SO2 Allowances

        The number of SO2 Allowances directly attributed to an energy sale
        made by IPL shall be determined for each hour, by determining the
        contribution from each of the unit(s) from which the energy sale is
        being made for that hour.  For each unit, the emission rate in
        pounds in SO2 per million Btu will be determined each month, from
        fuel sulfur content, control equipment performance, and continuous
        emissions monitoring data.  The emission rate and the unit heat
        rate will be used to determine the SO2 Allowances used per 
        megawatt-hour ("MWH").  The energy from each unit attributable to
        the sale, and the SO2 Allowances per MWH for each unit, will be
        used to determine the number of SO2 Allowances attributable to the
        sale.

        Section 2.2.  Cost of SO2 Allowances

        The incremental SO2 Allowance cost used to determine economic
        dispatch of IPL's generating units in any month, will also be
        the basis used to determine compensation for IPL's energy sales.
        The incremental SO2 Allowances cost, in dollars per ton of SO2,
        shall be determined each month and will be based on the Cantor
        Fitzgerald offer price for SO2 Allowances, or if such is not
        available, then another nationally recognized SO2 Allowance trading
        market price or market price index, at the beginning of the month.
        The SO2 Allowance value may be changed at any time during the
        month to reflect the more current incremental cost, or market
        price, for SO2 Allowances.  Buyer will be notified of the new
        SO2 Allowance value prior to dispatch of IPL energy to Buyer.

Section 3.  Effective Date.

This Amendment to the Agreement shall be made effective as of January 1,
1995.

IN WITNESS WHEREOF, IPL has caused the foregoing Amendment to be signed by
its duly authorized officer, effective as of the date set forth above.


                                        INDIANAPOLIS POWER & LIGHT COMPANY


                                        By  /s/ John C. Berlier, Jr.

                                                John C. Berlier,Jr.
                                                Vice President
                                                Resource Planning and Rates

                         EMISSIONS CONSTRAINED DISPATCH PLAN
                              Effective January 1, 1995

Economic Dispatch is loading each generating unit so the lowest cost
generation is called upon first to generate the power needed, thereby
minimizing total electric energy generation cost.  Emissions Constrained
Dispatch is simply Economic Dispatch where the estimated value of the
SO2 allowances being consumed by a unit is included as a part of the
unit's cost of generation.  A lower emitting unit will reflect a
relatively lower emissions cost because it requires fewer sulfur dioxide
(SO2) allowances.

IPL's plan to implement Emissions Constrained Dispatch is to incorporate
SO2 allowance values into the existing Energy Management System (load
dispatching system), which economically dispatches IPL's generation.  As
the generation required (load) increases, the available unit with the
lowest incremental cost is dispatched to meet the increase.  As the
generation demanded decreases, the unit with the highest incremental cost
is dispatched to reduce its generation, thereby minimizing cost.1

Currently, the Energy Management System uses incremental heat rates, along
with fuel and variable operation costs to determine the incremental cost of
generation on each unit in service.  Effective January 1, 1995, SO2 
emissions related costs will be included in each unit's incremental cost
prior to the incremental costs being compared to make the unit dispatch.
The incremental SO2 value will be in units of dollars per million British
Thermal Units ($/MMBTU) and computed by the following guidelines:

        IPL plans to use EPA (Environmental Protection Agency) 
        certifiable data for SO2 emission rates in conjunction with
        the incremental value of emission allowances to form the 
        emissions dispatch cost in units of $/MMBTU.  Each 
        generating unit affected by the Clean Air Act will have its
        own specific SO2 emissions data input into the Energy
        Management System at the beginning of each month.  That data
        will remain for the month unless projected coal deliveries 
        for the month have an SO2 value that will change the current
        dispatch.  The Fuel Supply Organization will notify the System
        Operation Office of the projected coal delivery SO2 emission
        rate in #SO2/MMBTU, so that a correct SO2 emission rate can
        be input into the Energy Management System.


        1 Optimization of unit loadings in the Energy Management System is
constrained by equipment physical limitations such as maximum rate of load
pickup or maximum load reduction rate on a unit as well as contrained by the
maximum and minimum capacility of the units.

        IPL's Treasury Organization will not less often than the 10th day
        of each month supply the IPL System Operation Office the incremental
        value of an emission allowance in units of dollars per ton of SO2
        based upon the Cantor Fitzgerald asking price for allowances, or
        other nationally recognized allowance trading market price, for use
        in IPL's emission constrained dispatch on a forward going basis.
        Beginning January 1, 1995, the allowance price that will be used
        for purposes of IPL's emissions constrained dispatch will be the
        asking price for allowances obtained from Cantor Fitzgerald on
        December 30, 1994.  The Treasury Organization will track the
        emission allowance market and if a significant change in
        allowance prices occurs within a given month, the Treasury
        Organization may provide an updated allowance price value to the
        IPL System Operation Office.  The updated allowance price will
        be entered into the Energy Management System and the economic
        dispatch algorithm will be updated accordingly.

The emissions cost will be added with the fuel and variable operating cost
to produce a total dispatch cost.  The total dispatch cost will be combined
with the incremental unit heat rate data to produce the total incremental
dispatch cost as calculated by the following formula:

        INCREMENTAL COST = (Fuel Cost + Emissions Value Divided By
                                Variable Operating Cost) X Incremental
                                Heat Rate

The dimensions for each of the variables is as follows:

        Emissions Value, $/MMBTU; Fuel Cost, $/MMBTU; Variable Operating
        Cost $/MMBTU; Incremental Heat Rate, MMBTU/MWH; Allowance Value,
        $/Allownace; Incremental Cost, $/MWH

The dispatch made using the total incremental cost, including SO2 emissions
related costs, will constitute IPL's Emissions Constrained Dispatch.